A0548534
                                                                 ENDORSED--FILED
                                         in the office of the Secretary of State
                                                      of the State of California
                                                                     JUN 28 2000
                                                  Bill Jones, Secretary of State

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                                  ZAPWORLD.COM
                            A California corporation

The undersigned certify that:

1.     They are the President and Secretary of ZAPWORLD.COM, a California
       corporation (the "Corporation").

2.     The Articles of Incorporation of the Corporation dated September 21, 1994
       and filed with the California Secretary of State on September 23, 1994
       under File No. 1913349, as amended by Certificate of Amendment of
       Articles of Incorporation dated October 10, 1996 and filed with the
       California Secretary of State on November 8, 1996 under File No. A483656,
       and as amended by Certificate of Amendment of Articles of Incorporation
       dated May 26, 1999 and filed with the California Secretary of State on
       June 2, 1999 under File No A0526118, are hereby amended as follows:

3.     Article FOUR is deleted and the text stated below is inserted in its
       place:

       Four   (a)    The corporation is authorized to issue two classes of
                     stock, designated `Common Stock' and `Preferred Stock,'
                     respectively. The number of shares of Common Stock the
                     corporation is authorized to issue is ten million
                     (10,000,000). The number of shares of Preferred Stock the
                     corporation is authorized to issue is ten million
                     (10,000,000).

              (b)    The Preferred Stock may be divided into such number of
                     series as the board of directors may determine. The board
                     of directors is authorized to determine and alter the
                     rights, preferences, privileges, and restrictions granted
                     to or imposed upon any wholly unissued series of Preferred
                     Stock, and to fix the number of shares and the designation
                     of any series of Preferred Stock. The board of directors
                     may, within the limits stated in any resolution or
                     resolutions of the board of directors originally fixing the
                     number of shares constituting any series, increase or
                     decrease (but

<PAGE>

                     not below the number of shares of such series then
                     outstanding) the number of shares of any series subsequent
                     to the issue of shares of that series."

4.     The foregoing amendment of Articles of Incorporation has been duly
       approved by the Board of Directors.

5.     The foregoing amendment of Articles of Incorporation has been duly
       approved by the required vote of shareholders in accordance with Section
       902, California Corporations Code. The total number of outstanding shares
       of Common Stock of the Corporation is 5,226,594. There are no outstanding
       shares of Preferred Stock. The number of outstanding shares of Common
       Stock voting in favor of the amendment exceeded the vote required. The
       percentage vote required was more than fifty percent (50%).

         The undersigned further declare under penalty of perjury under the laws
of the State of California that the matters set forth in this certificate are
true and correct of our own knowledge.


Date:  June 26, 2000                             /s/ John Dabels
                                                 ----------------------
                                                 John Dabels, President



                                                 /s/ Oonagh Duggan
                                                 ----------------------
                                                 Oonagh Duggan, Secretary


                                      -2-